Absence of Certain Changes Uses in Absence of Undisclosed Liabilities Clause

Absence of Undisclosed Liabilities from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made as of June 11, 2015 by and among Mondial Ventures, Inc., a Nevada corporation ("Parent"); both shareholders of the Parent's Series C Preferred Stock ("Preferred Parent Shareholders") EZT Acquisition Corp., a Nevada corporation and wholly-owned subsidiary of Parent ("Merger Subsidiary"); EZTicket Live Inc., a Nevada corporation ("Company") and certain majority shareholders of Company ("Company Shareholders"). The foregoing are sometimes singly referred to as a "Party" or collectively as the "Parties."

Absence of Undisclosed Liabilities. Company does not have any material liabilities, obligations or claims of any kind whatsoever, whether secured or unsecured, accrued or unaccrued, fixed or contingent, matured or unmatured, known or unknown, direct or indirect, contingent or otherwise and whether due or to become due (referred to herein individually as a "Liability" and collectively as "Liabilities"), other than: (a) Liabilities that are fully reflected or reserved for in Company Financial Statements; (b) Liabilities that are set forth on Company Disclosure Schedule; (c) Liabilities incurred by Company in the ordinary course of business after the date of Company Financial Statements and consistent with past practice; (d) Liabilities in an amount not to exceed $5,000 individually or in the aggregate unless such amounts are disclosed on Company Disclosure Schedule; or (e) Liabilities for express executory obligations to be performed after the Closing under the contracts described in Section 2.14 of Company Disclosure Schedule.

Absence of Undisclosed Liabilities from Asset Purchase Agreement

This Asset Purchase Agreement is made and entered into as of March 19, 2015 (the "Effective Date"), by and between Seneca Foods Corporation, a New York corporation, and its wholly owned subsidiary, Seneca Foods, LLC, a Delaware limited liability company (separately, the "Corporation" and the "LLC", respectively, and collectively, the "Seller"), and Pacific Coast Producers, a California corporation ("Buyer").

Absence of Undisclosed Liabilities. The Purchased Assets are not subject to any debt, liability, obligation, contract or commitment except (a) such liabilities and obligations arising from the Assumed Contracts as described in Exhibit E which liabilities and obligations are not as a result of a default or breach thereof and will be satisfied at or prior to Closing if such liabilities or obligations relate to any pre-Closing period, (b) liabilities and obligations which will be paid or otherwise fully satisfied prior to or as of the Closing Date, (c) liabilities and obligations incurred in the ordinary course of business, but in no event greater than $250,000 in the aggregate; and (d) liabilities and obligations entered into by Seller after the Effective Date with the approval of Buyer. Except as set forth on Schedule 5.4 of the Disclosure Schedule, there is no litigation, claim, suit, proceeding, audit, inspection or investigation which is pending, or to Seller's Knowledge, threatened or anticipated against the Purchased Assets or against Seller having an effect on the Purchased Assets. There is no outstanding judgment, order, writ, injunction or decree against Seller, the result of which could materially adversely affect the Modesto Business and/or the Purchased Assets, nor has Seller been notified that any such judgment, order, writ, injunction or decree has been requested, is pending or, to Seller's Knowledge, threatened. Except as set forth on Schedule 5.4 of the Disclosure Schedule, there is no Lien secured by any of the Purchased Assets.

Absence of Undisclosed Liabilities from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made as of February 4, 2015 (the "Agreement Date"), by and among Innovus Pharmaceuticals, Inc., a Nevada corporation ("Acquiror"), Innovus Pharma Acquisition Corporation, a Delaware corporation ("Merger Sub One") and a wholly owned subsidiary of Acquiror, Innovus Pharma Acquisition Corporation II, a Delaware corporation ("Merger Sub Two") and a wholly owned subsidiary of Acquiror, Novalere FP, Inc., a Delaware corporation ("Target"), and Novalere Holdings, LLC, a Delaware limited liability company, as a representative of the stockholders of Target ("Holdings" or the "Stockholder Representative").

Absence of Undisclosed Liabilities. Except as reflected in the unaudited balance sheet of Acquiror as of September 30, 2014 and included in Acquiror's Quarterly Report on form 10-Q for the quarterly period ended on such date (the "Acquiror Latest Balance Sheet"), Acquiror has no SEC reportable material liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) other than liabilities which have arisen after the date of the Acquiror Latest Balance Sheet in the ordinary course of business or liabilities to its directors, officers and employees.

Absence of Undisclosed Liabilities from Investment Agreement

THIS INVESTMENT AGREEMENT, dated as of March 28, 2014 (the "Effective Date"), is entered into by and between Apollo Medical Holdings, Inc., a Delaware corporation ("Company"), and NNA of Nevada, Inc., a Nevada corporation ("Purchaser").

Absence of Undisclosed Liabilities. Except (a) as disclosed, reflected or reserved against in the consolidated balance sheet of Company and its Subsidiaries as of January 31, 2013 (or the notes thereto), (b) for Liabilities incurred under or in accordance with the Transaction Documents or in connection with the transactions contemplated hereby or thereby, (c) for Liabilities incurred under any contract or other agreement or arising under any applicable Law (other than Liabilities due to breaches thereunder or violations thereof), in each case, in the ordinary course of business since January 31, 2013, (d) for other Liabilities incurred in the ordinary course of business since January 31, 2013 and (e) for Liabilities that have been discharged or paid in full, neither Company nor any Subsidiary has any Liabilities that would be required by GAAP to be reflected on, or reserved against in, a consolidated balance sheet (or the notes thereto) of Subsidiaries, other than as does not constitute, individually or in the aggregate, a Material Adverse Effect.

Absence of Undisclosed Liabilities from Purchase Agreement

THIS PURCHASE AGREEMENT (this Agreement), is dated as of June 7, 2012, by and among Walker & Dunlop, Inc., a Maryland corporation (Parent), Walker & Dunlop, LLC, a Delaware limited liability company (the Purchaser), CW Financial Services LLC, a Delaware limited liability company (the Seller), and CWCapital LLC, a Massachusetts limited liability company (the Company). Each of Parent, the Purchaser, the Seller and the Company are sometimes referred to herein individually as a Party, and collectively as the Parties.

Absence of Undisclosed Liabilities. The Company does not have any Liabilities of the type required to be disclosed in its balance sheet in accordance with GAAP, except for (a) obligations, liabilities and commitments reflected or reserved against in the Companys audited balance sheet as of December 31, 2011 (the Balance Sheet Date) or disclosed in the notes thereto (the Company Balance Sheet), and (b) current liabilities incurred by the Company in the Ordinary Course after the Balance Sheet Date that, individually or in the aggregate, do not have, and would not be reasonably likely to have, a Material Adverse Effect on the Company. The Company is the legal and beneficial owner of fifty percent (50%) of all equity and other ownership interests of ARA Finance LLC, free and clear of all Liens. Except as set forth in or pursuant to the Limited Liability Agreement of ARA FINANCE LLC, dated as of August 31, 2009, by and among CWCapital LLC and ARA FINCO LLC or the ARA Services Agreement, dated as of August 31, 2009, by and between ARA FINCO LLC and ARA FINANCE LLC, ARA Finance LLC has no material Liabilities for which the Company is liable, and the Company has no obligation to make any material capital or other financial contribution to ARA Finance LLC or to fund any amounts in respect of ARA Finance LLCs business, operations or affairs (including any losses or obligations to third parties).

Absence of Undisclosed Liabilities from Purchase Agreement

THIS PURCHASE AGREEMENT (this Agreement), is dated as of June 7, 2012, by and among Walker & Dunlop, Inc., a Maryland corporation (Parent), Walker & Dunlop, LLC, a Delaware limited liability company (the Purchaser), CW Financial Services LLC, a Delaware limited liability company (the Seller), and CWCapital LLC, a Massachusetts limited liability company (the Company). Each of Parent, the Purchaser, the Seller and the Company are sometimes referred to herein individually as a Party, and collectively as the Parties.

Absence of Undisclosed Liabilities. The Company does not have any Liabilities of the type required to be disclosed in its balance sheet in accordance with GAAP, except for (a) obligations, liabilities and commitments reflected or reserved against in the Companys audited balance sheet as of December 31, 2011 (the Balance Sheet Date) or disclosed in the notes thereto (the Company Balance Sheet), and (b) current liabilities incurred by the Company in the Ordinary Course after the Balance Sheet Date that, individually or in the aggregate, do not have, and would not be reasonably likely to have, a Material Adverse Effect on the Company. The Company is the legal and beneficial owner of fifty percent (50%) of all equity and other ownership interests of ARA Finance LLC, free and clear of all Liens. Except as set forth in or pursuant to the Limited Liability Agreement of ARA FINANCE LLC, dated as of August 31, 2009, by and among CWCapital LLC and ARA FINCO LLC or the ARA Services Agreement, dated as of August 31, 2009, by and between ARA FINCO LLC and ARA FINANCE LLC, ARA Finance LLC has no material Liabilities for which the Company is liable, and the Company has no obligation to make any material capital or other financial contribution to ARA Finance LLC or to fund any amounts in respect of ARA Finance LLCs business, operations or affairs (including any losses or obligations to third parties).

Absence of Undisclosed Liabilities from Membership Interests Purchase Agreement

This Membership Interests Purchase Agreement dated as of March 14, 2012 (this Agreement) is among Ameristar Casinos, Inc., a Nevada corporation (Buyer), Creative Casinos of Louisiana, L.L.C., a Louisiana limited liability company (the Company), and Creative Casinos, LLC (the Member). Capitalized terms used but not defined herein have the meanings assigned to them on Exhibit A.

Absence of Undisclosed Liabilities. The Company does not have any obligation, liability or commitment of any nature whatsoever (whether direct or indirect, fixed or contingent, known or unknown, due or to become due, accrued or otherwise, and whether or not determined or determinable), and to the Knowledge of the Member there is no existing condition, situation or set of circumstances which is reasonably expected to result in such a obligation, liability or commitment, except for (a) obligations, liabilities and commitments reflected or reserved against in the Companys unaudited unconsolidated balance sheet as of February 29, 2012 (the Balance Sheet Date) or disclosed in the notes thereto included in the Interim Financial Statements (the Company Balance Sheet), and (b) current liabilities incurred by the Company in the Ordinary Course after the Balance Sheet Date that, individually or in the aggregate, do not have, and would not be reasonably likely to have, a Material Adverse Effect. The Member acknowledges and agrees that neither the Buyer nor the Company (after the Closing) shall have any liability for Company liabilities, whether or not disclosed on the Schedules to this Article II, incurred prior to the Closing Date, other than liabilities specifically assumed by Buyer pursuant to Section 5.14 and liabilities arising from actions taken after the date of this Agreement related to the proposed development and construction of the Casino that have been pre-approved by Buyer, and that the Member shall pay and discharge all other liabilities of the Company when due (or prior to or concurrently with the receipt of the Purchase Price proceeds from Buyer at the Closing).

Absence of Undisclosed Liabilities from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is dated as of July 29, 2011, by and among Aftermarket Enterprises, Inc. a Nevada corporation ("Parent"), AllDigital Acquisition Corp., a Nevada corporation and wholly-owned subsidiary of Parent ("Merger Subsidiary"), and AllDigital, Inc., a California corporation (the "Company").

Absence of Undisclosed Liabilities. The Company does not have any material liabilities or obligations or claims of any kind whatsoever, whether secured or unsecured, accrued or unaccrued, fixed or contingent, matured or unmatured, known or unknown, direct or indirect, contingent or otherwise and whether due or to become due (referred to herein individually as a "Liability" and collectively as "Liabilities"), other than: (a) Liabilities that are fully reflected or reserved for in the most recent balance sheet of the Company included in the Financial Statements (the "Balance Sheet") or not required to be reflected thereon pursuant to GAAP; (b) Liabilities that are set forth on the Company Disclosure Schedule; (c) Liabilities incurred by the Company in the ordinary course of business after the date of the Balance Sheet and consistent with past practice; (d) Liabilities in an amount not to exceed $50,000 individually or in the aggregate unless such amounts are disclosed on the Company Disclosure Schedule; or (e) Liabilities for executory obligations to be performed after the Closing under the contracts described in Section 2.13 of the Company Disclosure Schedule.

Absence of Undisclosed Liabilities from Stock Purchase Agreement by and Among

This STOCK PURCHASE AGREEMENT (the "Agreement") is dated as of February 25, 2011, by and among Minera Kata S.A., a corporation (sociedad anonima) organized under the laws of the Republic of Panama (as "Seller") and South American Gold Corp., a corporation incorporated under the laws of the State of Nevada, United States of America (as "Buyer").

Absence of Undisclosed Liabilities. The Acquired Companies have no liabilities of any kind whatsoever, whether direct, indirect, accrued, contingent or absolute, and whether or not determined or determinable (other than: (a) liabilities set forth on the face of the latest balance sheet provided by Seller to Buyer, rather than in any notes thereto; (b) liabilities that have arisen since the date of the latest balance sheet provided by Seller to Buyer, in the ordinary course of business, as the case may be; or (c) those liabilities otherwise specifically disclosed in this Agreement or in the Schedules hereto) and there is no existing claim, condition, situation or set of circumstances that could reasonably be expected to result in any such liability.

Absence of Undisclosed Liabilities from Contribution and Exchange Agreement

THIS CONTRIBUTION AND EXCHANGE AGREEMENT ("Agreement") is executed as of March 31, 2010 by and among Dorchester Minerals, L.P., a Delaware limited partnership (the "Partnership"), Dodge Jones Foundation, a Texas nonprofit corporation ("Dodge Jones"), The Legett Foundation, a Texas nonprofit corporation ("Legett"), Kickapoo Springs Foundation, a Texas nonprofit corporation ("Kickapoo Springs"), The Karakin Foundation, a Texas nonprofit corporation ("Karakin"), Still Water Foundation, a New Mexico nonprofit corporation ("Still Water"), Xettam Minerals, L.P., a Texas limited partnership ("Xettam Minerals"), 2MW Limited Partnership, a Texas limited partnership ("2MW"), Julia Jones Matthews, Trustee of the Julia Jones Matthews Living Trust ("Julia Jones Matthews, Trustee"), and John A. Matthews, Jr. ("Matthews", and collectively with Dodge Jones, Legett, Kickapoo Springs, Karakin, Still Water, Xettam, 2MW and Julia Jones Matthews, Trustee, the "Contributors").

Absence of Undisclosed Liabilities. To the Knowledge of the Partnership, as of the date of this Agreement, the Partnership has no liability or obligation with respect to the property held by the Partnership (whether accrued, absolute, contingent, unliquidated or otherwise), except (i) liabilities reflected on the Partnership Latest Balance Sheet, (ii) liabilities described in the notes accompanying the Partnership Financial Statements, (iii) liabilities which have arisen since the date of the Partnership Latest Balance Sheet in the ordinary course of business (none of which is a material liabili ty for breach of contract, tort or infringement), (iv) liabilities arising under executory provisions of contracts entered into in the ordinary course of business (none of which is a material liability for breach of contract), (v) liabilities disclosed on Schedule 2.8 and (vi) other liabilities which, in the aggregate, are not material to the Partnership.